Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, or failure to act, undertaken by the breaching party with the actual knowledge that the taking of such act, or failure to act, would result in such breach.
Willful Breach. Upon AbbVie becoming entitled to an AbbVie Reimbursement Payment, Allergan shall have no further liability in connection with the valid termination of the Transaction Agreement (for the avoidance of doubt, other than the obligation to pay the AbbVie Reimbursement Payments pursuant to this Agreement), whether under the Transaction Agreement or this Agreement or otherwise, to AbbVie, its Subsidiaries or its shareholders; provided, that nothing herein shall release any Party from liability (including any monetary damages or other appropriate remedy) for Willful Breach, for fraud or as provided for in the Confidentiality Agreement.
Willful Breach. If Executive (X) willfully commits a material breach of this Agreement or (Y) a material breach of any fiduciary duties owed to Company.
Willful Breach. If Executive willfully commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of written notice thereof or commits a material willful breach of his fiduciary duty to the Company.
Willful Breach. If Consultant (X) willfully commits a material breach of this Agreement or (Y) a material breach of any fiduciary duties owed to Company, which is not cured to the reasonable satisfaction of a majority of the Board of Directors (excluding Consultant if he is then a member of the Board) within thirty (30) days of written notice to Consultant.
Willful Breach. Upon a Party becoming entitled to a Reimbursement Payment, Aon or WTW, as the case may be, shall have no further liability in connection with the valid termination of the Transaction Agreement (for the avoidance of doubt, other than the obligation to pay such Reimbursement Payments pursuant to this Agreement), whether under the Transaction Agreement or this Agreement or otherwise, to WTW or Aon, as the case may be, its Subsidiaries or its shareholders; provided, that nothing herein shall release any Party from liability (including any monetary damages or other appropriate remedy) for Willful Breach, for fraud or as provided for in the Confidentiality Agreement.
Willful Breach. There shall be deemed to be a “Willful Breach” by Parent of a representation or warranty made by Parent only if: (a)(i) at the time such representation or warranty was made, Parent had knowledge of its inaccuracy; or (ii) Parent shall have deliberately taken action, or have deliberately failed to take action, in either case, with the knowledge that such action would cause a representation or warranty contained in this Agreement to become inaccurate; (b) the inaccuracy of such representation or warranty has a material effect on the ability of Parent to consummate the Offer; and (c) the inaccuracy of such representation or warranty shall not have been cured in all material respects. There shall be deemed to be a “Willful Breach” by Parent of a covenant or obligation of Parent only if: (i) Parent shall have deliberately taken action, or have deliberately failed to take action, in either case, with the knowledge that such action would constitute a breach of any covenant or obligation contained in this Agreement; (ii) the breach of such covenant or obligation was a material effect on the ability of Parent to consummate the Offer; and (iii) the breach of such covenant or obligation shall not have been cured in all material respects (it being understood that the determination by Parent or Acquisition Sub not to consummate the Offer or the Merger in the event that the Financing has not been received shall not be deemed to be a Willful Breach). EXHIBIT B CONDITIONS TO THE OFFER The obligation of Acquisition Sub to accept for payment and pay for shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the additional conditions set forth in clauses “(a)” through “(l)” below. Accordingly, notwithstanding any other provision of the Offer or this Agreement to the contrary, Acquisition Sub shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered shares of Company Common Stock, and, to the extent permitted by this Agreement, may terminate the Offer: (i) upon termination of this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(d) of this Agreement) or amend the Offer as otherwise permitted...
Willful Breach. Notwithstanding anything contained herein which may be inconsistent or to the contrary, if any of the Predecessor Companies shall willfully and knowingly fail to disclose to the other parties hereto and to the Holding Company any material matter required to be disclosed by such Predecessor Company in connection with the representations and warranties made by such Predecessor Company herein or willfully and knowingly misrepresent any matter to the other parties to this Agreement pursuant to the representations and warranties made by such Predecessor Company herein (it being understood and agreed that WE JAC shall not be deemed to have willfully or knowingly failed to disclose any matter or misrepresented any matter unless the facts and circumstances relating to such matter or actually known by Xxxx X. Xxxxxx, Xxxxx Xxxxxxxx or Xxxxxx Xxxxxxxx; Lube Ventures shall not be deemed to have willingly or knowingly failed to disclose any matter or misrepresented any matter unless the facts and circumstances relating to such matter or actually known to or by C. Xxxxxx Deal or Xxxxxx X. Xxxxx; Miracle Partners shall not be deemed to have willingly or knowingly failed to disclose any matter or misrepresented any matter unless the facts and circumstances relating to such matter or actually known to or by C. Xxxxxx Deal; Miracle Industries and Prema Properties shall not be deemed to have willingly or knowingly failed to disclose any matter or misrepresented any matter unless the facts and circumstances relating to such matter or actually known to or by Xxxxxx X. Xxxxx; Rocky Mountain I shall not be deemed to have willingly or knowingly failed to disclose any matter or misrepresented any matter unless the facts and circumstances relating to such matter or actually known to or by Xxxxxxx X. Xxxxx; Rocky Mountain II shall not be deemed to have willingly or knowingly failed to disclose any matter or misrepresented any matter unless the facts and circumstances relating to such matter or actually known to or by Xxxxxxx X. Xxxxx) or if any of the Predecessor Companies shall, prior to the Closing, willfully fail to perform, comply with or observe any of the A-108
Willful Breach. “Willful Breach” shall mean a material breach of this Agreement prior to or in connection with the termination of this Agreement that is a consequence of an act, or failure to act, undertaken by the breaching Party with the knowledge that the taking of such act, or failure to act, would result in such breach. Exhibit B Final Form FORM OF CONTINGENT VALUE RIGHTS AGREEMENT1 This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “Agreement”), is entered into by and between Xxxxxxx-Xxxxx Squibb Company, a Delaware corporation (“Parent”) and [●], a [●], as Rights Agent (as defined herein). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined herein).
Willful Breach. “Willful Breach” shall mean a material breach of any covenant or agreement set forth in this Agreement that is a consequence of an act, or failure to act, undertaken by the breaching Party with the knowledge that the taking of such act, or failure to act, would result in such breach. EXHIBIT B SURVIVING CORPORATION CERTIFICATE OF INCORPORATION FORM OF CERTIFICATE OF INCORPORATION of SUCAMPO PHARMACEUTICALS, INC. I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:
